Rule 2.10

07 October 2016, 17:43

Source - RNS

RNS Number : 0475M

Fleetmatics Group Plc

07 October 2016

FLEETMATICS GROUP PLC ("FLEETMATICS") RULE 2.10 ANNOUNCEMENT

In accordance with Rule 2.10 of the Irish Takeover Panel Act 1997, Takeover Rules, 2013 (the "Takeover Rules") Fleetmatics confirms that as at the close of business on 6 October 2016 its issued share capital comprised of 39,207,754 ordinary shares of €0.015 each ("Fleetmatics Ordinary Shares"), with no Fleetmatics Ordinary Shares held in Treasury. The ISIN for the Fleetmatics Ordinary Shares is IE00B4XKTT64.

There are outstanding options over 309,242 Fleetmatics Ordinary Shares which have been granted by Fleetmatics and there are outstanding restricted stock unit and performance stock unit awards over 2,837,773 Fleetmatics Ordinary Shares.

The directors of Fleetmatics accept responsibility for the all information contained in this announcement. To the best of the knowledge and belief of the directors of Fleetmatics (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.

The release, publication or distribution of this announcement in or into certain jurisdictions may be restricted by the laws of those jurisdictions. Accordingly, copies of this announcement and all other documents relating to the acquisition are not being, and must not be, released, published, mailed or otherwise forwarded, distributed or sent in, into or from any restricted jurisdiction. Persons receiving such documents (including, without limitation, nominees, trustees and custodians) should observe these restrictions. Failure to do so may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the parties to the acquisition disclaim any responsibility or liability for the violations of any such restrictions by any person.

Under the provisions of Rule 8.3 of the Takeover Rules, if any person is, or becomes, "interested" (directly or indirectly) in, 1% or more of any class of "relevant securities" of Fleetmatics, all "'dealings" in any "relevant securities" of Fleetmatics (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by not later than 3:30 pm (Irish time) on the "business" day following the date of the relevant transaction. This requirement will continue until the date on which the "offer period" ends. If two or more persons co-operate on the basis of any agreement, either express or tacit, either oral or written, to acquire an "interest" in "relevant securities" of Fleetmatics, they will be deemed to be a single person for the purpose of Rule 8.3 of the Takeover Rules.

Under the provisions of Rule 8.1 of the Takeover Rules, all "dealings" in "relevant securities"' of Fleetmatics by Verizon Communications Inc. or Verizon Business International Holdings B.V. or by any party acting in concert with either of them, or by any person acting in concert with Fleetmatics, must also be disclosed by no later than 12 noon (Irish time) on the "business" day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, can be found on the Irish Takeover Panel's website at www.irishtakeoverpanel.ie.

"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Takeover Rules, which can also be found on the Irish Takeover Panel's website. If you are in any doubt as to whether or not you are required to disclose a dealing under Rule 8, please consult the Irish Takeover Panel's website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on telephone number +353 1 678 9020 or fax number +353 1 678 9289.

This announcement has been issued through the Companies Announcement Service of

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